TREEV INC
8-K, 1998-06-01
COMPUTER INTEGRATED SYSTEMS DESIGN
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                               ------------------

Date of Report (Date of earliest event reported):  May 18, 1998

                                   TREEV, INC.
             (Exact name of registrant as specified in its charter)


   Delaware                       0-22970                    54-1590649
(State or other                 (Commission               (I.R.S. Employer
jurisdiction of                 File Number)           Identification Number)
incorporation or 
organization)

   500 Huntmar Park Drive, Herndon, Virginia                    20170
   (Address of principal executive offices)                   (Zip code)

                                 (703) 478-2260
              (Registrant's telephone number, including area code)


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<PAGE>



Item 5.   OTHER EVENTS.

         On May 19,  1998,  the Company  issued a press  release  that  provided
certain information regarding  organizational changes aimed at saving $4,800,000
annually.  A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

         As a part of those  organizational  changes, the Company promoted David
E. MacWhorter,  the Company's  senior vice president of marketing,  to President
and  Chief  Operating  Officer.  James J. Leto will  remain  Chairman  and Chief
Executive Officer.  Mr. MacWhorter will oversee the day to day operations of the
Company.  Prior to joining the Company, he was President of Kyocera Electronics'
printer division. He has also held senior management positions at Wang, Sony and
IBM.

         The Company also  eliminated  30  management  and staff  positions  and
consolidated its operations.  The Company eliminated the position of Senior Vice
President of Engineering. John M. Flowers, Jr., who held that position, pursuant
to an  agreement  with the  Company  for  continued  employment,  is entitled to
receive severance equal to one-half his annual compensation and the continuation
of health and life insurance  benefits.  In an effort to reduce expenses,  James
Leto elected to cut his salary by over 50% in exchange for stock options.


Item 7.     EXHIBITS

Exhibit Number                               Description
- --------------                               -----------
99.1                                         Press Release dated May 19, 1998.










<PAGE>




                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, TREEV, Inc.
has duly  caused  this  report to be signed  on its  behalf by the  undersigned,
thereunto duly authorized.


                                            TREEV, INC.


Date: June 1, 1998                   By: /s/ Jorge R. Forgues
                                         --------------------
                                         Jorge R. Forgues
                                         Senior Vice President of Finance and
                                         Administration, Chief Financial Officer
                                         and Treasurer
                                         (Principal Financial Officer and
                                         Chief Accounting Officer)






                                                                    Exhibit 99.1

                    TREEV(R) ANNOUNCES ORGANIZATIONAL CHANGES
                      AIMED AT SAVING $4.8 MILLION ANNUALLY

     Company to Take $1.5 Million One Time Charge to Streamline Operations;
                      Chairman and CEO Elects to Reduce Pay

HERNDON,  Va.--May 19,  1998--TREEV,  Inc.  (NASDAQ/NMS:TREV),  formerly Network
Imaging  Corporation,   today  announced   organizational   changes  to  further
streamline its operations. Effective mmediately, David MacWhorter--the Company's
senior vice president of marketing--will  assume additional  responsibilities as
President and Chief Operating Officer. James Leto will remain Chairman and Chief
Executive  Officer.  The Company has also  eliminated  30  management  and staff
positions and consolidated its operations.

         "When I started with TREEV two years ago, I initiated a plan to address
three fundamental issues with this Company," commented Leto. "Those issues were:
correcting  the  Company's  balance  sheet;  marketing and selling our Company's
products; and, rationalizing our organizational structure. Improving the balance
sheet was the first issue to be addressed. We spent much of 1996 and 1997 fixing
this Company's finances. At the end of 1997, we accomplished this goal.

         "The  second  issue I  tackled  was how to better  market  and sell the
Company's  products.  I believe that our core products are superior to others in
the  market.  We  needed  time,  however,  to  develop  these  products  into an
integrated  document  management  suite that  customers were looking for. At the
AIIM '98  (Association  for  Information and Image  Management)  trade show last
week,  we  demonstrated  our  new,  fully  integrated  software  products.   Our
OmniTREEV(TM),  AutoTREEV(TM),  DocuTREEV(TM),  and DataTREEV(TM)  products were
very well received.  According to reviews by  Doculabs--an  independent  testing
laboratory  in  Chicago,   IL--DocuTREEV  set  the  benchmark  for  large  scale
deployments  and  flexibility  for  vertical  applications.  DataTREEV  set  the
benchmark for  processing  volume,  retrieval  user volume and database  volume.
Doculabs' favorable review validates not only our corporate  integrated document
management strategy but also our products in the marketplace.

         "The last issue to be addressed concerned the organizational  structure
of the Company.  Over the last two years, I have  consolidated  the development,
operations,  marketing, and sales organizations.  After a critical assessment, I
determined that 30 additional  management and staff positions from all divisions
of the Company could be eliminated or streamlined into other existing positions.
These  positions have been  eliminated  effective May 18, 1998.  TREEV is now an
efficient organization that is well positioned to achieve profitability.

         "With  this   organizational   restructuring,   I  am  promoting  David
MacWhorter to President and Chief  Operating  Officer to oversee the  day-to-day
operations of the Company. David has held senior management positions at Kyocera
Electronics,  Wang,  Sony and IBM and is well-suited for managing the operations
of this Company.  I will devote 100% of my efforts to creating  strong  business
alliances and building relationships with existing and prospective customers.

<PAGE>

         "My commitment to our  shareholders is to achieve  profitability by the
latter part of this year. I believe that we are now  positioned  to do this.  To
achieve  this goal,  I have elected to cut my salary by over 50% in exchange for
stock  options to help in the  reduction  of expenses  and to bring us closer to
achieving  profitability.  The  ownership of the  Company's  stock and the stock
options I have been granted provide a tremendous incentive to bring this Company
into the black." About TREEV TREEV(R) (formerly Network Imaging  Corporation) is
a leading developer and marketer of integrated  document  management  solutions.
Built on our award-winning patented object management technology,  TREEV's suite
of software products extends a company's  investment in legacy and client/server
applications   by  providing  users  with  flexible,   cost-effective   document
management  solutions.  The Company's software is marketed through partners such
as Sybase  (NASDAQ:SYBS),  Lockheed Martin  (NYSE:LMT),  ALLTEL  (NYSE:AT),  EDS
(NYSE:EDS) and Intergraph Corporation (NASDAQ:INGR).  For additional information
about TREEV's products or services,  call (800) 254-0994,  browse our website at
www.treev.com.

"Safe Harbor"  statement under the Private  Securities  Litigation Reform Act of
1995: Except for historical information, all of the statements, expectations and
assumptions  contained in the  foregoing  are forward  looking  statements  that
involve a number of risks and  uncertainties.  Although the Company has used its
best efforts to be accurate in making these forward  looking  statements,  it is
possible that the  assumptions  made by management are not  necessarily the most
likely and may not  materialize.  In addition to those factors,  other important
factors  that could  cause  actual  results  to differ  materially  include  the
following: business conditions and the amount of growth in the computer industry
and  general  economy;  competitive  factors;  ability  to  attract  and  retain
customers;  ability to attract business partners and maintain and increase their
levels  of sales  and  marketing;  ability  to  attract  and  retain  personnel,
including key management personnel;  and the risk factors set forth from time to
time in the  Company's  SEC  reports,  including  but not  limited to its annual
report on Form 10-K and its quarterly reports on Forms 10-Q.

TREEV(R) is a registered  trademark of TREEV,  Inc. All other products and brand
names are trademarks or registered trademarks of their respective owners.




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